MandAsoft Terms of Use

Please read these terms in their entirety. THESE TERMS AND CONDITIONS (THE "AGREEMENT") ARE A LEGALLY BINDING AGREEMENT BETWEEN YOU ("YOU" OR "YOUR") AND BERKERY NOYES, LLC ("BNC", "MandAsoft", "WE" OR "OUR"). BY CHECKING THE APPROPRIATE BOX INDICATING THAT YOU AGREE TO THESE TERMS DURING REGISTRATION, OR BY OTHERWISE ACCESSING ANY WEBSITE TO WHICH THE PAGES DISPLAYING THIS AGREEMENT ARE LINKED (THE "WEBSITE") OR ANY SERVICES, SOFTWARE OR OTHER MATERIALS OFFERED ON THIS WEBSITE (COLLECTIVELY THE "SERVICE"), YOU ARE INDICATING THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU CONSENT TO BE BOUND BY ALL OF ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH ALL OF THE FOLLOWING TERMS AND CONDITIONS, PLEASE DO NOT CONTINUE THE REGISTRATION PROCESS, ATTEMPT TO FURTHER ACCESS THIS WEBSITE OR OTHERWISE USE THE SERVICE.

This Agreement includes the MandAsoft Privacy Policy, which is incorporated into this Agreement by reference. If you are using the Service as part of a subscribing organization, your rights are governed by this Agreement as well as MandAsoft’s agreement with that subscribing organization ("Site License Agreement") only to the extent the terms of that Site License Agreement conflicts with this Agreement.

1. Description and Eligibility.

MandAsoft is an internet service providing merger and acquisition information, commentary, and discussion concerning the Information Industries of media, publishing, software and online services. Any information you may encounter through the Service reflects the opinions of its author. The Service is unaffiliated with any NASD licensed broker/dealer. The information on this Website is provided for discussion purposes only, and is not an investing recommendation. Under no circumstances does any information you may encounter through the Service represent a recommendation to buy or sell securities or any other asset.

You and other users of MandAsoft’s Service ("Users") can access the MandAsoft Content (as defined below). Users can contribute their own content in the form of comments to blog posts, forum discussions, and other contributions. You may have access to content that you and other Users supply (collectively "User-Supplied Content").

Some elements of the Service are available to any User, while other elements ("Subscription Services") are only available to Users who have purchased a subscription from MandAsoft, which are subject to this Agreement as well as a Site License Agreement. MandAsoft may at any time, in its sole discretion, change a freely available element of the Service to a Subscription Service, and vice versa. MandAsoft may, at its sole discretion, offer Users a one-time, free trial period during which you may use Subscription Service(s) for free: however, nothing herein obligates MandAsoft to offer free trial periods for the Subscription Services. The time period of any such free trial period may vary from time to time, and will be indicated at the time you register as a User.

Please note that MandAsoft does not provide any internet connectivity services, nor does MandAsoft provide any computer equipment for Users. You are entirely responsible for securing and paying for any such services and equipment, and for ensuring that such services and equipment meet the minimum requirements for the use of the Service.

You must be 18 years of age or older to visit or use www.MandAsoft.com in any manner. By visiting this Website or accepting this Agreement, you represent and warrant to MandAsoft that you are 18 years of age or older, and that you have the right, authority and capacity to agree to and abide by this Agreement.

2. Privacy

For information regarding MandAsoft’s use of information collected in connection with the Service, please refer to the MandAsoft Privacy Policy, and which is hereby incorporated by reference. Please review this privacy policy before you complete the purchase or registration process or attempt to use or access the Service.

3. Accounts & Registration

You may establish one (1) User account (the "Account") per email address you supply to MandAsoft. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in the Account, and you further acknowledge and agree that all rights in and to the Account (including but not limited to any MandAsoft Content and the unique User name) are and shall forever be owned by MandAsoft.

When You register for any MandAsoft Service, You will be asked to provide MandAsoft with certain information including, (such as your birthdate, gender, zip code, name, e-mail address, country or territory of residence, telephone number and for paid Subscription Services, credit card and billing information), and you agree to provide true, accurate, current and complete information about yourself as prompted by such process (such information being "Personal Information"). If you open an Account, and any of your Personal Information changes (e.g., new credit card number, expiration date, new address or email address, new phone number, etc.), you must update that information in your Account. The User name that you select must comply with the requirements for other User-Supplied Content, and such other policies that MandAsoft may publish from time to time. You agree that you will not allow others to use your User name, password (to the extent a password is required to access the Service) and/or Account.

Further, if you are registering for an Account as authorized by a subscribing organization, you must provide any identifying information that such subscribing organization provided to you. Only individuals authorized by a subscribing organization to access Subscription Services may use such identifying information.

4. Subscription Services

If you are not using Subscription Services under the auspices of a subscribing organization, you may elect to subscribe to Subscription Services as an individual. If you elect to subscribe to Subscription Services, the fee therefore will be the price specified at the time of purchase. You hereby agree to pay all charges incurred by the Account, including applicable taxes, in accordance with billing terms for access to the Service that are in effect at the time that the fee or charge becomes payable. Your right to access the Service is subject to any limits established by MandAsoft or by your credit card issuer, billing service, or other payment methods authorized by MandAsoft. MandAsoft may, in its sole and absolute discretion, suspend or terminate your access to the Service and disable or delete the Account, if: (i) payment cannot be charged to your credit or debit card; or (ii) your charge is returned to MandAsoft for any reason. If at any time you have a balance due on the Account, you agree that MandAsoft can charge these unpaid fees to your credit card or debit them from your debit card, as applicable. You agree to reimburse MandAsoft for all costs and expenses incurred by MandAsoft in collecting payment due hereunder, including without limitation all bank or service charges, and any reasonable attorneys’ fees.

By subscribing to any Subscription Service you are representing to us that you are authorized to use the credit card you submit for payment. If you are paying on behalf of another person, then you hereby agree to the terms of this Agreement and agree to take responsibility for the actions of such other person, and any charges associated with that person's use of any of the Subscription Services.

Cancellation of your subscription will take effect upon the end of the then-current subscription term, at which time you will no longer have access to any Subscription Services unless you renew your subscription to the extent renewal is available at MandAsoft’s sole discretion.

5. Use of MandAsoft Content.

The contents of the Service such as text, graphics, images, logos, button icons, hypertext markup language, software, and other content and the selection and arrangement thereof (collectively, "MandAsoft Content"), are the property of MandAsoft and/or its business partners, affiliates, assigns, licensors or other respective owners. The MandAsoft Content is protected under United States and international patent, copyright, trademark and other intellectual property laws. MandAsoft may include in some MandAsoft Content or in conjunction with your User-Supplied Content third party advertisements that appear when that MandAsoft Content or User-Supplied Content are viewed. You hereby consent to the display and playback of these advertisements in conjunction with your User-Supplied Content without compensation being paid to you. To the extent you elect to use or access MandAsoft Content or User-Supplied Content from other Users, you also consent to the display of advertisements therein.

Subject to all of the terms and conditions of this Agreement, MandAsoft hereby grants you a personal, limited, non-exclusive, non-transferable, revocable right to view MandAsoft Content on your compatible computer or device solely for your own non-commercial use in connection with the Service and solely as authorized by MandAsoft in connection with any aspect of the Service. MandAsoft reserves the right to revoke this limited license at any time in its entirety or with respect to any particular MandAsoft Content, for any reason, and at the sole discretion of MandAsoft. Such revocation shall be effective immediately upon MandAsoft ceasing to make the relevant MandAsoft Content available on the Website.

Except as expressly set forth in this Agreement, all trademarks, service marks, trade names, domain names, slogans, logos, and other indicia of origin that appear on or in connection with the Service are the property of MandAsoft and/or its affiliates and licensors. You may not copy, display or use any of these marks without prior written permission of the mark owner.

All rights not expressly granted to you are reserved. For the avoidance of doubt, your use of the Service and the MandAsoft Content is under license and will terminate if this Agreement terminates, regardless of whether the relevant Service or MandAsoft Content is free or you have paid for it; you will not obtain any ownership interest in any MandAsoft Content through this Agreement or otherwise. You agree not to use, download, reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, transmit, broadcast or circulate any MandAsoft Content to any third party, except as expressly authorized by MandAsoft in connection with the Service. Any unauthorized or prohibited use may subject the offender to civil liability and criminal prosecution under applicable federal and state laws.

6. User-Supplied Content

By posting User-Supplied Content to any public or non-public area of this Website including blog comments, message boards and discussion forums, you grant MandAsoft and its affiliates the royalty-free, perpetual, irrevocable, assignable, transferable, and sublicensable (through multiple tiers), non-exclusive license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, communicate to the public, perform and display the User-Supplied Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed, for the full term of any rights that may exist in such content. You also warrant that the holder of any rights including moral rights in such content, has irrevocably granted to you the right to grant the license stated above, and if necessary, completely and effectively waived any such rights that are not licensable. Subject to the foregoing, the owner of such User-Supplied Content placed any MandAsoft Site retains any and all rights that may exist in such User-Supplied Content. Please contact our Copyright Agent as described below if you believe that your rights are being infringed.

We appreciate hearing from our Users and welcome your comments regarding the Service and the Website. Please be advised, however, that our policy does not permit us to accept or consider creative ideas, suggestions, inventions or materials other than those we have specifically requested. While we do value your feedback on the Service and any aspects thereof, including Subscription Services, please be specific in your comments regarding the Service and do not submit creative ideas, inventions, suggestions, or materials to us in your User-Supplied Content or otherwise. If, despite our request, you send us creative suggestions, ideas, drawings, concepts, inventions, or other information (collectively the "Unsolicited Submission"), you assign all right, title and interest in that Unsolicited Submission to MandAsoft. MandAsoft shall own exclusively all now known or later discovered rights to the Unsolicited Submission and shall be entitled to unrestricted use of the Unsolicited Submission for any purpose whatsoever, commercial or otherwise, without compensation to you or any other person who submitted the Unsolicited Submission. None of the Unsolicited Submissions shall be subject to any obligation of confidentiality on our part and we shall not be liable for any use or disclosure of any Unsolicited Submission.

MandAsoft takes no responsibility and assumes no liability for any User-Supplied Content that you or any other Users or third parties post or send over the Service. you understand and agree that any loss or damage of any kind that occurs as a result of the use of any User-Supplied Content that you upload, download, stream, post, transmit, display, or otherwise make available or access through your use of the Service, is solely your risk and your responsibility. MandAsoft neither endorses nor is responsible for the accuracy or reliability of any content, opinion, advice, information, or statement made on or in connection with the Service by anyone other than authorized MandAsoft employees acting in their official capacities.

In addition to the above, you acknowledge and agree that MandAsoft may access, review, store, reproduce and/or disclose, as applicable, any User-Supplied Content if required to do so, or if MandAsoft has a good faith belief that it is required, by law, court orders or other legal processes, to enforce this Agreement, to respond to any claims that such User-Supplied Content (or your use of the same) violates any third party’s rights, or to protect the rights, property or personal safety of MandAsoft, its business partners, affiliates, licensors and/or licensees, any other User, or the general public.

7. Code of Conduct

All Users agree not to: (a) make any unsolicited communication regarding promotions and/or advertising of products or services to any other User; (b) sell, rent, lease or otherwise assign to any third party any rights to any MandAsoft Content or User-Supplied Content; (c) remove any proprietary notices or labels on any MandAsoft Content or User-Supplied Content; (d) delete or alter any MandAsoft Content or User-Supplied Content posted by any other User; (e) use any elements of the Service for any commercial purpose; (f) use any elements of the Service to invade the privacy of, or obtain personal information about, any User, or to obtain a list of Users; (g) use any elements of the Service to violate any law or right of any third party, including any publicity or privacy right, copyright, other intellectual property right, or any contractual, fiduciary or confidentiality obligation or duty, or to take any action that is harassing, libelous, defamatory, abusive, tortuous, threatening, harmful, pornographic, obscene or otherwise objectionable; (h) except as specifically permitted by MandAsoft’s "robots.txt" files, use or attempt to use any engine, software, tool, agent or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Website or any other website operated by MandAsoft Website other than the search engine and search agents available from MandAsoft on such Website and other than generally available third party web browsers (e.g., Mozilla Firefox, Microsoft Internet Explorer); (i) attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of the Website; (j) aggregate, copy or duplicate in any manner any of the MandAsoft Content or information available from any MandAsoft Site; (k) link to any MandAsoft Content or information available from the Website except using the hyperlink provided by MandAsoft for such MandAsoft Content, and then only as a direct link, without framing or hotlinking; or (l) interfering in any way with the performance of any element of the Service restricting access to certain portions of the Service, including, but not limited to, any attempt to obtain passwords or other private information from other Users or any attempt to deceive MandAsoft or other Users as to your identity or the source of any data transmitted by you or others.

You will not contribute any User-Supplied Content that: (a) may be reasonably interpreted as a solicitation, advertisement or promotion of any kind; (b) contains any hyperlinks, "hidden " keywords or any keywords that are irrelevant to the themes of the Service; (c) engages in, endorses or promotes racism, bigotry, hatred, harassment, or physical harm of any kind against any group or individual; (d) promotes or endorses false or misleading information or illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous; (e) contains otherwise restricted or password only access pages, or hidden pages or images; (f) displays or links to pornographic, indecent or sexually explicit material of any kind; (g) provides or links to material that exploits people under the age of 18 in a sexual, violent or other manner, or solicits personal information from anyone under 18; or (h) provides or links to instructional information about illegal or harmful activities or activities that violate the rights of any other party, including without limitation, intellectual property infringement or misappropriation.

8. Disclaimer of Liability and Warranty.

The disclaimers of liability in this Section are in addition to any other disclaimers elsewhere in this Agreement.

MandAsoft has the right, but not the obligation, to monitor, modify, restrict the contribution of and/or remove User-Supplied Content, in MandAsoft’s sole discretion. MandAsoft has no liability or responsibility to Users for performance or nonperformance of such activities. MandAsoft is not responsible to you for your reliance on or use of any content or materials constituting all or part of any MandAsoft Content, any User-Supplied Content, or any other aspect of the Service. You understand and agree that any loss or damage of any kind that occurs as a result of the use of any User-Supplied Content that you access through your use of the Service, is solely your risk and your responsibility. By viewing the Service, you may be exposed to content that you rely upon to your detriment. You take sole responsibility for such exposure and reliance.

Because user authentication on the Internet is difficult, MandAsoft cannot and does not confirm that each User is who they claim to be. Because we do not and cannot be involved in user-to-user dealings or control the behavior of participants on any portion of the Service, in the event that you have a dispute with one or more Users, you release MandAsoft its members, managers, shareholders, officers, directors, agents and employees from claims, demands and damages (actual and consequential, direct and indirect) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

THE SERVICE IS PROVIDED ON AN "AS IS " BASIS WITHOUT ANY WARRANTIES OF ANY KIND. MandAsoft, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE USE OF THE SERVICE ENTIRELY IS AT YOUR OWN RISK. WITHOUT LIMITING THE GENERALITY OF THE ABOVE, MandAsoft MAKES NO WARRANTIES THAT (1) THE SERVICE WILL BE ACCURATE, RELIABLE, COMPLETE, OR TIMELY, OR (2) THE SERVICE WILL OPERATE ERROR-FREE OR FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS. YOU WILL NOT HOLD MandAsoft RESPONSIBLE FOR ANY DAMAGES THAT RESULT FROM YOU ACCESSING THE SERVICE OR USING THE SERVICE AND/OR THE MandAsoft CONTENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANY PERSON SHALL CREATE A WARRANTY IN ANY WAY WHATSOEVER RELATING TO MandAsoft.

UNDER NO CIRCUMSTANCES SHALL MandAsoft BE LIABLE FOR ANY UNAUTHORIZED USE OF THE SERVICE AND/OR THE MandAsoft CONTENT.

9. Limitation of Liability.

IN NO EVENT SHALL MandAsoft OR ITS PARTNERS, SUPPLIERS, PARENT COMPANY, SUBSIDIARIES, AFFILIATES, AGENTS, DISTRIBUTORS, CONTRACTORS OR LINSORS, AND EACH OF THEIR OFFICERS, DIRECTORS AND EMPLOYEES ,OR ANY THIRD PARTIES MENTIONED ON THE WEBSITEOR ANY OTHER WEBSITES OPERATED BY MandAsoft BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST INCOME, PROFIT, OR GOODWILL, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RELATING IN ANY WAY TO ANY ELEMENT OF THE SERVICE, WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT MandAsoft IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THAT IN A PARTICULAR CIRCUMSTANCE ANY DISCLAIMER OR LIMITATION ON DAMAGES OR LIABILITY SET FORTH HEREIN IS PROHIBITED BY APPLICABLE LAW, THEN, INSTEAD OF THE PROVISIONS HEREOF IN SUCH PARTICULAR CIRCUMSTANCE, MandAsoft, SHALL BE ENTITLED TO THE MAXIMUM DISCLAIMERS AND/OR LIMITATIONS ON DAMAGES AND LIABILITY AVAILABLE AT LAW OR IN EQUITY BY SUCH APPLICABLE LAW IN SUCH PARTICULAR CIRCUMSTANCE, AND IN NO EVENT SHALL SUCH DAMAGES OR LIABILITY EXCEED TWENTY FIVE DOLLARS ($25). Notwithstanding the foregoing, in no event shall MandAsoft’s liability to you for any and all claims, damages, losses, and causes of action (whether in contract, tort or otherwise) exceed the amount paid by you as an individual, if any, for accessing the Service.

10. Third Party Links and Products.

MandAsoft controls only the MandAsoft Content, located at http://MandAsoft.com and any other website that MandAsoft represents it controls, as stated on such other website. MandAsoft does not control or endorse any other website to which MandAsoft may link or on which the Service may appear, or any services or products offered by third parties through the Service or the MandAsoft Content. MandAsoft does not provide or make any representation or warranty as to such third party sites, nor as to the quality or nature of any of the third party products or services purchased through the Service. Any such undertaking, representation, warranty or guarantee would be furnished solely by the proprietor of the applicable website or the provider of the relevant product, under the terms agreed to by that third party.

11. DMCA Compliance and Copyright Agent

Unauthorized copying or distribution of copyrighted MandAsoft Content or User-Supplied Content is an infringement of the copyright holder's rights. At our discretion and in appropriate circumstances, MandAsoft may revoke the license of Users who infringe upon the copyright, or other intellectual property rights, of others. If you are a copyright holder who believes that MandAsoft’s Service is hosting or linking directly to infringing copies of your work, please let us know. Pursuant to the Digital Millenium Copyright Act (Title 17, United States Code, Section 512(c) (2)) (the "DMCA"), our designated agent for notice of alleged copyright infringement on the Service is:

Attn: Copyright Agent
Berkery Noyes, LLC
250 Park Avenue 14th Floor
New York, New York 10177
info@MandAsoft.com

Pursuant to Section 512(c)(3) of the DMCA, a notification of claimed infringement related to the Service must be a written communication addressed to the designated agent as set forth above, and must include substantially all of the following:

FAILURE TO INCLUDE ALL OF THE ABOVE INFORMATION, ESPECIALLY SPECIFIC URLS WHERE CONTENT MAY BE FOUND, WILL RESULT IN A DELAY OF THE PROCESSING OF THE DMCS NOTIFICATION AND MAY RESULT IN YOUR HAVING TO REPEAT SOME OR ALL OF THE ABOVE PROCESS

Notice And Takedown. If MandAsoft receives proper notification of claimed copyright infringement it will respond expeditiously by removing, or disabling access to, the material that is claimed to be infringing, as described below, or to be the subject of infringing activity. MandAsoft will also comply with the appropriate provisions of the DMCA in the event a counter notification is received, as described below.

Copyright Counter-Notices. If Content you posted on the Website was removed for copyright or intellectual property infringement and you would like to dispute that removal, the process for counter-notifications is governed by Section 512 (g) of the DMCA:

Elements of Domestic Counter-Notification. To expedite our ability to process your counter notification, please use the following format (including section numbers):

After we receive your counter-notification, we will forward it to the party who submitted the original claim of copyright infringement. Please note that when we forward the counter-notification, it includes any of your Personal Information set forth in the counter-notification. By submitting a counter-notification, you consent, to having such Personal Information revealed in this way. We will not forward the counter-notification to any party other than the original claimant.

After we send out the counter-notification, the claimant must then notify us within 10 days that he or she has filed an action seeking a court order to restrain you from engaging in infringing activity relating to the material on MandAsoft. If we receive such notification we will be unable to restore the items. If we do not receive such notification, we may, but are not obligated to, reinstate the disputed items(s).

Elements of Foreign Counter-Notification: If you reside outside of the United States, you must provide a written communication that sets forth the items specified below. Please understand that filing a counter notice may lead to legal proceedings between you and the complaining party to determine ownership. Be aware that there may be adverse legal consequences in your country if you make a false or bad faith allegation by using this process. Please also be advised that we enforce a policy that provides for the termination in appropriate circumstances of users who are infringers. So, if you are not sure whether certain material infringes the copyrights of others, we suggest that you first contact a lawyer.

To expedite our ability to process your counter notification, please use the following format:

DISCLAIMER: WE ARE NOT YOUR ATTORNEYS, AND THE INFORMATION WE PRESENT IS NOT LEGAL ADVICE. WE PRESENT THIS INFORMATION FOR INFORMATIONAL PURPOSED ONLY.

12. U.S. Government Restricted Rights

All MandAsoft Content supplied by or through the Service are provided with .RESTRICTED RIGHTS. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in FAR52.22724 and DFAR252.227-7013 et seq. or its successor. Use of any of such by the Government constitutes acknowledgment of our or our suppliers. proprietary rights in them. In the event that the Agreement, or any part thereof, is deemed inconsistent with the minimum rights identified in the Restricted Right provisions, the minimum rights shall prevail.

13. Remedies.

The remedies described in this section are in addition to the right of termination described under "Termination " and any remedies described elsewhere in this Agreement.

MandAsoft reserves the right in its sole discretion to investigate and take legal action against anyone who violated the Code of Conduct or otherwise violates this Agreement, including without limitation, removing offending User-Supplied Content from the Service and/or suspending the offending User's ability to access the Service. Further, MandAsoft may take any other action with respect to User-Supplied Content or User actions that it deems necessary or appropriate in its sole discretion, up to and including involving, and cooperating with, law enforcement authorities.

You understand and agree that any unauthorized use of the Service would result in irreparable injury to MandAsoft for which money damages alone would be an inadequate remedy, and in such event MandAsoft, shall have the right, in addition to other remedies available at law and in equity, to immediate injunctive or other similar equitable relief against you. Nothing contained in this paragraph or elsewhere in this Agreement shall be construed to limit remedies or relief available pursuant to statutory or other claims that MandAsoft may have under separate legal authority, including but not limited to, any claim for intellectual property infringement. You understand and agree that your cancellation of your Account is your sole right and remedy with respect to any dispute with MandAsoft.

You agree to defend, indemnify, and hold harmless MandAsoft its suppliers, partners, parent, subsidiaries, affiliates, agents, distributors, contractors and licensors, and each of their officers, directors and employees from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from: (a) any improper, unauthorized or illegal uses of your User name, password and/or your Account (including illegal, unauthorized or improper use by anyone to whom you have given permission to use your User name, password and/or Account); (b) any User-Supplied Content or other material you provide to Website, (c) your use of any MandAsoft Content, or (d) your breach of the terms of this Agreement, including without limitation the Code of Conduct. MandAsoft shall provide notice to you promptly of any such claim, suit, or proceeding.

14. Suspension or Termination

MandAsoft may, in its sole discretion, terminate this Agreement or suspend your Account at any time with or without notice to you in the event that you breach (or MandAsoft reasonably suspects that you have breached) any provision of this Agreement, or if MandAsoft is unable to verify or authenticate any information you submit to MandAsoft as part of the registration process. If MandAsoft terminates this Agreement, or suspends your Account for any of the reasons set forth in this paragraph, MandAsoft shall have no liability or responsibility to you, and you agree that you forfeit any amounts you have paid MandAsoft. MandAsoft may terminate this Agreement and your Account for any reason or no reason at the end of the then-current Term by providing notice to you.

You may cancel your Account (including Subscription Services) at any time by contacting support@MandAsoft.com. All fees paid and charges made prior to termination as provided herein are nonrefundable, including any advance charge or payment for the subscription term during which you terminate your subscription. Termination of your subscription shall not relieve you of any obligations to pay accrued charges.

Upon termination of this Agreement for any reason, all of your rights to use the Service and materials shall immediately terminate, and you shall immediately cease using and destroy all MandAsoft Content; provided, however, that you are still responsible under the terms of this Agreement for any and all actions you may have taken prior to termination.

15. Modifications to Service and MandAsoft Content

MandAsoft may, without liability or obligation, in its sole discretion and at any time make modifications to, or discontinue, any MandAsoft Content and/or other elements of the Service, with or without providing you with notice (except as we may expressly agree to provide you with notice elsewhere in this Agreement). The modifications may result in certain MandAsoft Content being unavailable, or incompatible with certain devices. Other Users may similarly delete or cease offering their User-Supplied Content at any time without notice.

16. Notices

MandAsoft may provide you with any notices under this Agreement by means of a posting on the Service, by e-mail, or by sending a message to you through the Service.

17. Limitations on Bringing Claims

Any action hereunder by a User must be brought, if at all, within one (1) year from the accrual of the cause of action.

18. International

MandAsoft makes no claims that the MandAsoft Content may be lawfully viewed or accessed outside of the United States. Access to the MandAsoft Content may not be legal by certain persons or in certain countries. If you access the Service from outside of the United States or provide any MandAsoft Content or User-Supplied Content to any third party not a United States citizen, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction and / or the jurisdiction of the third party receiving such content.

19. General

As used in this Agreement the term .licensor. or "supplier " shall not refer to the person at that time entering into the Agreement. You understand and agree that, except as expressly set forth herein, this Agreement is not intended to confer and does not confer any rights or remedies upon any person other than the parties to this Agreement. The headings used in this Agreement are for convenience only, and will have no effect on the interpretation or legal enforceability of the terms herein. This Agreement is governed by the internal substantive laws of the State of New York, without respect to its conflict of laws principles. The United Nations Convention of Contracts for the International Sale of Goods will not govern this Agreement, and is hereby expressly excluded. Jurisdiction for any claims arising under this agreement shall be governed by the provision concerning arbitration above, and shall otherwise lie exclusively with the State or Federal courts within the State and County of New York. Capitalized terms shall have the meaning set forth in this Agreement. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. MandAsoft’s failure to pursue any available claim or defense pursuant to this Agreement or otherwise will not be a waiver of such claim or defense. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term. Except as expressly provided in a separate executed agreement, additional terms of use for areas of the Service, or a specific "Legal Notice ", this Agreement and the Privacy Policy constitute the entire agreement between you and MandAsoft with respect to the use the Service. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. However, this Agreement is personal to you and may not be transferred, assigned or delegated to anyone. Any attempt by you to assign, transfer or delegate this Agreement shall be null and void.

20. Changes to the Agreement

MandAsoft reserves the right, in its sole discretion, to change, modify or otherwise alter these terms and conditions at any time. Such changes and/or modifications shall become effective immediately upon posting. Please review the terms and conditions periodically. If you do not agree to be bound by (or cannot comply with) the Agreement as amended, your only remedy is to cancel your MandAsoft Account and to cease using the Service. You will be deemed to have accepted the Agreement as amended when notice of the change is posted on the Website and you continue to use the Service. All other terms of this Agreement will continue in effect.

Agreement last modified on 06/03/2010. You can view a copy of this Agreement marked to show changes from the last version by going to this link.Questions. Please e-mail us at info@MandAsoft.com with any questions you have about these Terms and Conditions, including our online Privacy Policy.